This Joint Venture Agreement (JVA) is entered into by and between the Parties identified in the attached Exhibit A.
Whereas, the Parties have been selected for participation in the Advanced Technology Program (ATP) administered by the National Institute of Standards and Technology (NIST) as a joint venture (JV) to conduct certain specified research;
Whereas,the Parties wish to enter into a JVA to define their respective roles and responsibilities and thus successfully satisfy the objectives of the ATP research project; and
Whereas, the Parties have selected _____________________________ to serve as the JV Administrator (Administrator) for the JV and wish to authorize that organization to perform certain functions, specifically including executingthe NIST Cooperative Agreement Award issued by the NIST Grants Officer and thereby binding all the Parties to the terms and conditions of that award;
Now, therefore, the Parties agree as follows:
Article 1: Definitions.
1.1 Arising from assistance provided by the ATP includes both the ATP funding and the parties' cost share.
1.2 Background Technology means technical information notgenerated in the course of the ATP research project.
1.3 Government Use License means a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced by or on behalf of the United States throughout the world any Subject Invention.
1.4 Intellectual Property means an invention patentable under Title 35, United States Code, or any patent on such an invention.
1.5 1.5 JVAgreement or JVA means this Joint Venture Agreement.
1.6 NIST Cooperative Agreement Award means the financial-assistance funding instrument entered into between the NIST Grants Officer and the Parties (as executed by the JV Administrator) for the conduct of the ATP research project.
1.7 Party or Parties means the parties identified in the attached Exhibit A.
1.8 Patents mean all patents andapplications relating thereto resulting from Subject Inventions.
1.9 Proposal means the ATP research proposal submitted by the Parties to ATP for funding.
1.10 Research Project means the ATP research project set forth in the ATP Proposal entitled "______________________________________" submitted by the JV to ATP.
1.11 Subject Invention means any invention conceived or first reduced topractice in the course of the ATP research project.
1.12 Technology means all technical information generated in the course of the ATP research project.
Article 2: Administration and Governance.
2.1 Obligations of the Parties. The parties agree to work together to accomplish the objectives of the ATP research project by performing research directly, including through the use of subcontractors, ifapplicable, and the Parties agree to carry out their responsibilities as set forth in the NIST Cooperative Agreement Award and the ATP Proposal, including, but not limited to, the statement of work. The Parties agree to contribute cost share in the amounts set forth in the approved budget contained in the NIST Cooperative Agreement.
Each Party is responsible for meeting its committed cost sharethroughout the award in accordance with its approved budget. No Party is responsible for the cost-share commitment of any other Party. However, with the written consent of all other Parties and upon written notification thereof to the NIST Grants Officer, a Party that has exceeded its cost-share commitment may allow its excess cost share to be applied to the cost-share deficit of another Party.Subject to any additional withdrawal requirements in the NIST Cooperative Agreement Award, specifically in its ATP General Terms and Conditions, any Party to this JVA may withdraw from this JVA upon written __-day notification to the JV Administrator. The JV Administrator shall provide a copy of any such notification to the NIST Grants Officer within seven (7) calendar days of Administrator's...